UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(d) ~~OF THE~~

~~SECURITIES~~of ~~EXCHANGE~~the ~~ACT~~Securities OFExchange Act of 1934

Date of ~~report~~Report (Date of earliest event reported): ~~July 28~~December 12, ~~2005~~2006

METASOLV, INC.

(~~EXACT~~Exact ~~NAME~~name OFof registrant ~~REGISTRANT~~as ASspecified ~~SPECIFIED~~in INits ~~CHARTER~~charter)

Delaware		0-~~17920~~28129		75-2912166
(State or other jurisdiction of incorporation)		(Commission File Number)		(~~IRS~~I.R.S. Employer Identification ~~No.~~Number)

5556 Tennyson Parkway, Plano, Texas		75024
5556 Tennyson Parkway Plano, Texas		75024
(Address of Principal Executive Offices)		(Zip Code)
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (972) 403-8300

~~Check~~Not ~~the~~Applicable ~~appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):~~

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~-MORE-~~Item 7.01 Regulation FD Disclosure.

On November 21, 2006, Discovery Partners filed a class action petition in the district court of Collin County, Texas against MetaSolv, ~~Reports~~Inc. (“MetaSolv”), ~~Second~~Oracle ~~Quarter~~Systems ~~Results~~Corporation, Marine Acquisition Corporation and all of the directors of MetaSolv. In the petition, Discovery Partners alleged, among other things, that the MetaSolv directors breached their fiduciary duties to MetaSolv’s stockholders in approving the Agreement and Plan of Merger by and among MetaSolv, Oracle Systems Corporation and Marine Acquisition Corporation dated October 23, 2006 (the “Merger Agreement”), and that the proxy statement distributed to MetaSolv stockholders in connection with the special meeting of stockholders called for the purpose of considering and voting upon the Merger Agreement contains insufficient or misleading information. The petition sought an injunction to prevent the special meeting and monetary damages. MetaSolv and Discovery Partners have reached a settlement that results in the dismissal of this lawsuit. The settlement will have no material effect on MetaSolv.

~~ITEM~~SIGNATURE ~~2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION~~

Pursuant to ~~Item~~the ~~2.02~~requirements of ~~Form 8-K,~~ the ~~Company~~Securities isExchange ~~furnishing~~Act toof 1934, the ~~Securities~~registrant ~~and~~has ~~Exchange~~duly ~~Commission~~caused ~~its~~this ~~second~~report ~~quarter~~to ~~2005~~be ~~financial results~~signed ~~announced~~ on ~~July~~its ~~28,~~behalf ~~2005.~~by ~~A copy of~~ the ~~press~~undersigned ~~release~~hereunto isduly ~~attached hereto as Exhibit 99~~authorized.1.

The attached press release may contain forward-looking information. Readers are cautioned that such information involves known and unknown risks, uncertainties and other factors that could cause actual results to materially differ from the results, performance or other expectations implied by these forward looking statements.


	METASOLV, INC.

Date: December 13, 2006	By:	/s/ Jonathan K. Hustis
	Name:	Jonathan K. Hustis
	Title:	Executive Vice President – Legal, General Counsel and Corporate Secretary

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit Number		Description
99.1		Text of Press Release dated July 28, 2005

-MORE-

MetaSolv Reports Second Quarter Results

Page 3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	METASOLV, INC.
Date July 28, 2005	By:	/s/ Glenn A. Etherington
		Glenn A. Etherington Chief Financial Officer Duly Authorized Officer on behalf of the Registrant

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